Dividend Reinvestment Plan - Refresco Group N.V.

This announcement is for information purposes only. Holders of shares in the share capital of Refresco Group N.V. (the “Refresco Group Shares”) (“Shareholders”) can participate in the dividend reinvestment plan ("DRIP") via their own bank or broker. ABN AMRO Corporate Broking ("ABN AMRO CB") only facilitates, with the approval of issuing entities (in this case Refresco Group N.V.), banks that are admitted institutions to Euroclear, to allow their clients which are Shareholders in Refresco Group N.V. to participate in DRIP. ABN AMRO CB, in its capacity as facilitator of the dividend reinvestment plan regarding Refresco Group N.V., does not provide any investment services to shareholders in Refresco Group N.V. or any other party or person and is not liable towards Shareholders in Refresco Group N.V. or any other party or person in respect of their enrolment in DRIP. If a shareholder has a question in respect of DRIP, he/she should consult its own advisor or bank.

With reference to the dividend announcement of 9 May 2017 Refresco Group N.V. (the “Company” or “Refresco Group”) regarding the final dividend for the financial year 2016, ABN AMRO Bank N.V. Corporate Broking Department (“ABN AMRO”), hereby announces that it will facilitate a dividend reinvestment plan for Refresco Group ordinary shares (the ” Refresco Group Shares”), held through Euroclear Nederland (the “Plan”). The Plan will enable holders of Refresco Group Shares (“Shareholders”) to reinvest their cash dividend of EUR 0.323 net per Refresco Group Share. The Company is supportive of the Plan. 

The Plan will only be available to those Shareholders who (i) hold their entitlements through a member of Euronext in Amsterdam (each a “Member” and together, the “Members”) and (ii) expect to receive dividends for Refresco Group Shares and (iii) are holders of Refresco Group Shares on 12 May 2017 at 17.40 CET (“Record Date”).

Access to the Plan will be provided to Shareholders through the bank or broker of the Shareholder at the request of the Shareholder. Shareholders must instruct their bank or broker before the close of trading on Euronext in Amsterdam ("Euronext Amsterdam") on 26 May 2017 (15.00 CET) to deliver their dividend rights for reinvestment to ABN AMRO. Based on the dividend rights received on 26 May 2017, ABN AMRO will make purchases of existing Refresco Group Shares via Euronext Amsterdam, BATS, Chi-X Europe and/or Turquoise (the ”Exchanges”). These purchases may be executed in several tranches depending on the liquidity of Refresco Group Shares on the Exchanges and the prices available at the time.

In order to allocate the purchased Refresco Group Shares to Shareholders, an exchange ratio will be fixed for the Refresco Group Shares. Determination of the exchange ratio will be based on the daily volume weighted average price (less auction/less off exchange trades) on the Exchanges of the Refresco Group Shares during the period from 29 May 2017 up to and including 31 May 2017, divided by the net dividend amount Refresco Group Share, less fees and expenses.

To cover the fees and expenses of ABN AMRO in connection with the Plan, ABN AMRO will deduct from the dividend payments it receives an amount equal to approximately 0.375% of the net dividend amount reinvested in Refresco Group Shares pursuant to the Plan.

The exchange ratio thus determined for the Refresco Group Shares will be communicated to the Members on 1 June 2017 (after COB). Delivery of the purchased Refresco Group Shares, with settlement of fractions in cash, if required, will take place from 6 June 2017. Delivery will take place to the Members which will subsequently credit the Shareholders' account. There will be no trading on Euronext Amsterdam in dividend rights.

ISIN codes for dividend rights for the Refresco Group Shares

Dividend rights Refresco Group Shares
ISIN code: NL0012236053

The calendar is as follows:
9 May 2017: AGM Refresco Group
11 May 2017: Ex-dividend quotation
12 May 2017 (COB): Record Date
15 May 2017 – 26 May 2017 (15.00 CET): Period for instructions concerning dividend reinvestment / delivery dividend rights
29 May 2017 – 31 May 2017: Determination of Exchange Ratio
1 June 2017 (after COB): Announcement of the Exchange Ratio
As of 6 June 2017: Delivery Refresco Group Shares as a result of dividend reinvestment

Important information for Shareholders
Banks or brokers of the Company’s shareholders offer Shareholders access to the Plan. If a Shareholder wishes to make use of the Plan, his bank or broker will approach ABN AMRO at the Shareholder's request. ABN AMRO does not have a direct relationship with the Shareholders and only provides its services to the Shareholder's bank or broker. Shareholders must contact their bank or broker if they require any advice or more information about the Plan.

Any decision by Shareholders to access the Plan is entirely at their discretion and Shareholders may choose to opt to receive a cash dividend and to re-invest such cash without requesting their bank or broker access to the Plan or not to re-invest the cash dividend at all. Shareholders should take appropriate professional advice before making any investment decision.

Banks or brokers may or may not operate a default mechanism that automatically elects to reinvest the cash dividend in shares, unless such Shareholder chooses differently. Shareholders are therefore advised to contact their bank or broker to assess if such a default system is in place or not and to discuss what action they should take. Furthermore holders of Refresco Group Shares should note that their net dividend of EUR 0.323 and not the gross dividend of EUR 0.38 per Refresco Group Share will be reinvested. The tax consequences of participation in the Plan may vary dependent upon the tax residence of the Shareholder and class of Refresco Group Shares held. If a Shareholder is in any doubt as to the potential tax consequences of accessing the Plan, he should consult a tax advisor or other professional adviser.

By requesting his bank or broker to apply the Plan, each Shareholder represents, warrants and undertakes the following:

  1. the decision to make use of the Plan is his exclusive responsibility and any acquisition of Refresco Group Shares under the Plan is at his own risk and account;
  2. he understands that ABN AMRO does not have any responsibility for assessing the appropriateness or suitability of his use of the Plan or for any investment in the Refresco Group Shares and that his own bank or broker is responsible for performing such suitability or appropriateness test in connection with the Plan and for providing the shareholder investment advice and additional information about the Plan at his request;
  3. he acknowledges that he is not a client of ABN AMRO but of his own bank or broker and that ABN AMRO shall have no obligation to provide him with any of the protections ABN AMRO affords to its own clients or to provide him with any advice in relation to the Plan or any other matter referred to herein and that his own bank or broker and not ABN AMRO must comply towards him with the conduct supervision rules pursuant to the Dutch Financial Supervision Act (Wet op het financieel     toezicht);
  4. he understands that neither ABN AMRO nor any of its affiliates nor any of their respective directors, officers or employees has provided or will be deemed to have provided any financial, legal, regulatory, tax, accounting or investment advice in relation to the Plan, the Refresco Group Shares or otherwise;
  5. the determination of the exchange ratios will be based on volume weighted average prices for the acquisition of the Refresco Group Shares on the Exchanges, which prices may be higher than the prevailing market price at the time a Shareholder elects to participate in the Plan and, accordingly, such Shareholder may receive fewer Refresco Group Shares than if such Shareholder had at the time of election itself reinvested the cash dividends received to acquire Refresco Group Shares;
  6. he is exclusively responsible, and ABN AMRO shall not be liable or responsible, for paying any taxes in connection with his participation in the Plan;
  7. ABN AMRO does not accept any responsibility or liability in connection with a fluctuation in the price of the Refresco Group Shares or for any loss or damage incurred in connection therewith;
  8. he is not prevented from participating in the Plan by any applicable laws, rules or regulations and is participating in compliance with all applicable laws, rules and regulations; and
  9. ABN AMRO may suspend or terminate the Plan at any time, which will not affect the validity of completed transactions.
  10.  he understands that the costs under the Plan are approximately 0.375% and that the exchange ratio will be based on the daily volume weighted average price (less auction/less off exchange trades) on the Exchanges of the Refresco Group Shares during the period from 29 May 2017 up to and including 31 May 2017.

In certain jurisdictions, making use of the Plan may be restricted by law and Shareholders should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities’ laws or regulations of any such jurisdiction. ABN AMRO does not assume any responsibility or liability for any such violation by any Shareholder or any other person.

Commission for the Members
No commission will be paid to the Members for this DRIP

Instructions for the Members
The dividend rights for securities should be delivered to ABN AMRO’s T2S account NECIABNANL2AAGS056L10 (EGSP 28001 NDC 056) on 26 May 2017 15.00 CET at the latest.

Amsterdam, 17 May 2017

Message details

Sub-group Equities
Issuer Refresco
Category Dividend
ISIN NL0011214010
Symbol RFRG
Securities name Ordinary shares
Publication date May 18 2017